NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019

in general, enter into agreements, take any measures and j carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; Decides that the Board of Directors cannot, unless granted 3) prior authorization by the General Shareholders' Meeting, make use of this delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party; Establishes the effective period of the authorization provided 4) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; Decides that this delegation of authority voids from this day, 5) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution eighteen by the Combined General Shareholders' Meeting of May 23, 2017. Resolution twenty-nine (Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, in accordance with Article L.225-135-1 of the French Commercial Code: Approves the delegation of authority to be granted to the 1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the number of securities to be issued in the event of an increase in the Company's share capital with or without preferential subscription rights, at the same price as that chosen for the initial issue, within the periods and limits specified by applicable legislation at the date of the issue (currently, within thirty days of the subscription closing date and within the limit of 15% of the initial issue), in particular with a view to granting a "greenshoe" option in accordance with market practices; Decides that the par value of capital increases decided on by 2) the present resolution will be taken into account in the amount of the ceiling or ceilings applicable to the initial issue; Establishes the effective period of the authorization provided 3) in this resolution at twenty-six (26) months from this General Shareholders' Meeting. Resolution thirty (Delegation of authority to be granted to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with the provisions of Articles L.225-129-2, L.225-129-6, L.225-138 I and II, L.225-138-1, L.228-91 and L.228-92 of the French Commercial Code, and with the provisions of Articles L.3332-18 to L.3332-24 of the French Labor Code:

Approves the delegation of authority to be granted to the 1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, up to the par value limit of fifty (50) million euros, through the issue of shares or securities giving access to the share capital reserved for members of one or more employee savings plans in place within a company or group of companies in France or abroad, included within the consolidation scope or combination of the accounts of the Company pursuant to Article L.3344-1 of the French Labor Code; it being noted that (i) this resolution may be used to implement schemes with a leverage effect and (ii) the total par value of capital increases which may be effected pursuant to this resolution, immediately or in the future, will be deducted from the overall ceiling provided for in paragraph three of resolution twenty-four of this General Shareholders' Meeting or, where applicable, from the overall ceiling provided for in a similar resolution which may replace the said resolution during the valid term of this delegation of authority and is set without taking into account the par value of shares to be issued to preserve, in accordance with the law and where applicable contractual provisions for other kinds of adjustment, the rights of holders of securities giving access to the share capital; Establishes the effective period of the issue delegation 2) provided for in this delegation of authority at twenty-six (26) months from this General Shareholders' Meeting; Resolves that the issue price for new shares shall be at least 3) equal to the average of the prices listed on the market during the 20 trading sessions preceding the decision setting the date for the opening of subscription, less the maximum discount set out by law on the date that the Board of Directors makes its decision. The Board of Directors can reduce this discount if it deems such a reduction to be appropriate, especially if offering members of the Company savings plan securities on the international market and/or outside of the country to meet requirements imposed by applicable local laws; Authorizes the Board of Directors to grant, free of charge, to 4) the above-mentioned beneficiaries, in addition to shares or securities giving access to capital to be subscribed to in cash, shares or securities giving access to capital to be issued or already issued, to replace all or part of the discount relative to the Reference Price and/or the contribution, with the understanding that the advantage resulting from this granting may not exceed the applicable legal or regulatory limits as set out in Articles L.3332-11 and L.3332-21 of the French Labor Code; Resolves to remove, in favor of the above-mentioned 5) beneficiaries, the preferential subscription right of shareholders to shares or securities giving access to capital whose issue is the subject of this delegation, said shareholders also waiving, in the event that the above-mentioned beneficiaries are granted shares or securities giving access to capital, any rights to said shares or securities giving access to capital, including the portion of reserves, retained earnings or capitalized premiums, due to the free granting of said shares based on this resolution; Authorizes the Board of Directors, under the conditions of 6) this delegation, to carry out the sale of shares to members of a company or group employee savings plan (or similar plan) such as those provided for in Article L.3332-24 of the French Labor Code, with the understanding that sales of shares completed with a discount in favor of members of one or several employee savings plans targeted by this resolution will be applied up to the nominal amount of shares so sold on the amount of ceilings set out in paragraph 1 below; Decides that the Board of Directors will have all necessary 7) powers, which it may in turn delegate in accordance with the

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Natixis Registration Document 2018